Ensco Completes Pride Acquisition

- Ensco Completes Pride Acquisition

Tuesday, May 31, 2011
Ensco plc

Ensco announced the completion of its acquisition of Pride International after both companies received overwhelming shareholder approvals at special meetings held earlier today. The combination establishes Ensco as the world's second largest offshore drilling company and the clear leader in customer satisfaction.

Under the terms of the agreement, with exceptions for certain UK residents and dissenting stockholders, Pride International stockholders are receiving 0.4778 newly-issued shares of Ensco plus $15.60 in cash for each share of Pride International common stock. The shares of Ensco will continue to be listed and traded as American Depositary Shares on the New York Stock Exchange under the symbol, ESV. Effective as of the close of trading today, Pride International common stock will cease trading.

Chairman and CEO Dan Rabun said, "Today is an important milestone in Ensco's history. Through this transaction, we have expanded our deepwater fleet with drillship assets, and now have a substantial presence in Brazil and West Africa – both strategic, high-growth markets. In addition, we have gained major new customers from around the world.”

Ensco's expanded rig fleet is made up of seven ultra-deepwater drillships, 13 dynamically positioned semisubmersibles, seven moored semisubmersibles and 49 premium jackups. The ultra-deepwater fleet is the newest in the industry and the active premium jackup fleet is the largest of any driller. Several technologically-advanced drillships, semisubmersibles and ultra-premium harsh environment jackups are under construction as part of Ensco's ongoing strategy to continually high-grade the fleet.

Mr. Rabun added, "We are the industry leader in customer satisfaction having collectively earned the top ranking in 14 of 16 separate categories in EnergyPoint's recent survey of customers in the global oilfield. This recognition, coupled with our enhanced rig fleet and expertise, will enable us to further capitalize on growth opportunities worldwide."

As contemplated under the merger agreement, David A.B. Brown and Francis S. Kalman have joined Ensco's Board of Directors effective today. Both are former directors of Pride International. Recently, Paul E. Rowsey III was appointed by Ensco's Board of Directors as the Lead Director.

As previously announced, Mr. Rabun will continue as Chairman, President and CEO of Ensco and James W. Swent will continue as Senior Vice President and Chief Financial Officer. Others named to the executive management team include:

• William S. Chadwick, Jr. – Executive Vice President and Chief Operating Officer
• J. Mark Burns – Senior Vice President, Western Hemisphere
• P. Carey Lowe – Senior Vice President, Eastern Hemisphere
• John Knowlton – Senior Vice President, Technical
• Kevin C. Robert – Senior Vice President, Marketing

The Company will be managed through five regional business units:

• North & South America (excluding Brazil)
• Brazil
• Europe & Mediterranean
• Middle East & Africa
• Asia & Pacific Rim

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Pride, Ensco Enter MOU in Merger Lawsuit

- Pride, Ensco Enter MOU in Merger Lawsuit

Friday, May 20, 2011
Pride International Inc

Pride announced it and the other named defendants in the previously disclosed stockholder class action lawsuits filed in the Delaware Court of Chancery related to the proposed merger with Ensco entered into a memorandum of understanding with the plaintiffs to settle the litigation. As part of the memorandum of understanding and subject to the approval of the Ensco board of directors, Pride and Ensco agreed to, among other things, enter into an amendment to the merger agreement.

The amendment would reduce the fee payable by Pride in connection with certain terminations of the merger agreement to $195 million from $260 million. The amendment also would shorten the "tail period" for certain transactions that could trigger a termination fee from 12 months to nine months after termination. Under the amendment, the $195 million fee would be payable by Pride if the agreement is terminated under specified circumstances, including (1) the decision by the Pride board of directors to accept a superior proposal, (2) an adverse change in the recommendation of the Pride board of directors or (3) a failure to obtain approval by Pride stockholders after public disclosure of an alternative business combination proposal before the stockholder meeting and either the Pride board of directors determines such proposal to be a superior proposal or, within nine months after termination of the merger agreement, Pride enters into a definitive agreement or consummates an alternative business combination proposal.

The amendment also would eliminate the "force the vote" provision applicable to Pride such that Pride would not be required to submit the adoption of the merger agreement to its stockholders if the Pride board of directors made an adverse recommendation change.

Pursuant to the memorandum of understanding, Pride has also agreed to make certain additional disclosures related to the proposed merger in an SEC filing.

The memorandum of understanding also provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of certain claims held by such class. The stipulation of the settlement will be subject to customary conditions, including court approval. There can be no assurance that the parties will ultimately enter into a stipulation of settlement that receives court approval. The memorandum of understanding is also subject to the approval of the Ensco board of directors.

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Pride Extends Option for Construction with Samsung Heavy

Pride Extends Option for Construction with Samsung Heavy

Friday, April 01, 2011

Pride International Inc.

Pride has reached agreement with Samsung Heavy Industries, Ltd. to extend Pride's option for the construction of a sixth ultra-deepwater drillship by 30 days. The extension of the option period does not impact the estimated unit construction cost or delivery schedule determined in December 2010, upon the order by Pride of a fifth ultra-deepwater drillship. The option may be exercised by the company on or before April 30, 2011, unless further extended on mutually agreed terms.